IoD Chatbot and Live Chat Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS CHATBOT AND LIVE CHAT SERVICE.

BY SUBMITTING A QUESTION TO THIS CHATBOT OR LIVE CHAT, OR CONTINUING TO USE THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS.

These Terms and Conditions (“Terms”) set out the terms that apply between the Institute of Directors (“IoD”, “we”, “us” or “our”) and you, the person accessing or using the Chatbot or the Live Chat (“you” or “your”) when you make use of the IoD’s ChatBot or Live Chat service (the “Service”).

You should read these Terms carefully before using the Chatbot or the Live Chat. By using the Chatbot or Live Chat or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Chatbot and Live Chat immediately.

1. About us

1.1 The IoD is incorporated by Royal Charter with registered number RC000252. Our registered office is located at 116 Pall Mall, London, SW1Y 5ED.

2. 2. If you have any questions about the Service, or if you have any complaints or feedback, please contact our Company Secretariat on [email protected] or by writing to the IoD’s Company Secretariat, 116 Pall Mall, London, SW1Y 5ED. We will respond to you using the contact details that you provide when you make contact with us.

3. Use of the Service

3.1 In addition to these Terms, your use of the Service will be governed by the following:

(a) Our Website Terms and Conditions

(b) Our Privacy Policy

3.2 The Service is for your personal and non-commercial use only and is for use by individuals of 18 years or over. If you are under the age of eighteen, please do not use our Service.

4. The Chatbot is a digital tool that combines third-party artificial intelligence with the contents of the IoD website to help identify a limited range of information that may be suitable for you, based on the information that you input. The information displayed using Chatbot is generated by a third-party using data on our website and a standard set of FAQs which we have provided to the third-party and is intended for general use only.

4.1 Our Live Chat service is provided to offer real-time assistance and answer general inquiries about our products, services, and website. It is intended for:

(a) Providing information about our membership, products and services.

(b) Guiding users through our website.

4.2 We make no promise that the Service is appropriate or available for use in locations outside of the UK. If you choose to access the Service from locations outside the UK, you acknowledge you do so at your own risk and are responsible for compliance with local laws where they apply.

4.3 We try to make the Service as accessible as possible. If you have any difficulties using the Service, please contact us using the contact details in paragraph 1.2 above.

4.4 As a condition of your use of the Service, you agree not to use the Service:

(a) for any purpose other than the fair and responsible use of the Service;

(b) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the security or operation of the Service or of any computer software or hardware;

(c) to mislead, defraud, bully, manipulate, insult, harm, abuse, intimidate, humiliate, exploit, defame, harass, or spam the IOD or any third party (or attempt to do so);

(d) to elicit, use or share any output of the Service for the purposes listed in paragraph 2.6 (b) above;

(e) to generate and/or disseminate information (output) which is false or misleading;

(f) to infringe or otherwise violate any third party’s rights;

(g) in any way that breaches any applicable local, national or international law or regulation;

(h) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

(i) to compromise the privacy of any person;

4.5 You also agree:

(a) that your input (requests) to the Service will not:

(i) contain any personal data (whether your own or of any other person) other than that specifically requested from you (which will be limited to your name, your date of birth, your post code and/or your membership number;

(ii) promote or encourage discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(iii) be defamatory, obscene, offensive, hateful or inflammatory or cause harm or reputational damage to us;

(iv) bully, insult, intimidate, humiliate, incite violence or hatred;

(v) be deceptive or likely to deceive;

(vi) include content that would be considered a criminal offence under laws relating to terrorism, child sexual abuse material, racism or xenophobia;

(vii) infringe any intellectual property rights of the IOD or any third party;

(viii) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

(ix) be in contempt of court;

(x) be threatening, abusive or invade another’s privacy;

(xi) impersonate any person or misrepresent your identity or affiliation with any person;

(xii) breach any applicable law; or

(xiii) advocate, promote, incite any party to commit, or assist any unlawful or criminal act.

(b) not to circumvent (or seek to circumvent) any of the safeguards or safety/ security or other protective measures in the Service;

(d) not to access without authority, interfere with, damage or disrupt:

(i) any part of the Service;

(ii) any equipment or network on which the Service is stored;

(iii) any software used in the provision of the Service; or

(iv) any equipment or network or software owned or used by any third party.

4.6 You understand that any information that you input into the Service will be considered non-confidential and non-proprietary. You grant us a limited licence to use, store and copy that information. Other than any personal information which will be dealt with in accordance with our Privacy Policy, we do not guarantee that information supplied to us through the Service will be kept confidential and we may use it on an unrestricted and free-of-charge basis as we reasonably see fit.

5. You acknowledge that we will retain a record of all conversations via the Service for the purpose of monitoring and ensuring the integrity of the Service. In the event of any dispute between us, the log of your conversation with the Service may be referred to.

6. Outputs of the Chatbot Service

6.1 Chatbot.com and Livechat.com technology by Text Inc is used to provide the Service.

6.2 The Chatbot service operates using artificial intelligence and machine learning. You acknowledge that any output made available to you by the Chatbot service in response to your request (or input) is derived from www.iod.com or from a standard bank of FAQs and such output:

(a) will not be unique to you (other users may receive the same or similar output);

(b) does not belong to you;

(c) may not be fit for purpose and may not present an accurate or complete response to your request/input. You are responsible for checking and evaluating the output in the context of your request/input and for obtaining professional advice before you rely or act on any output obtained from the Service, and any reliance you do place on the output is at your own risk;

(d) may, depending on your request/input and notwithstanding the safety measures that we implement, provide inappropriate output or output which does not represent the views of the IoD or its members.

6.3 The Live Chat service is operated by employees of the IoD.

7. Breaches of this Policy

7.1 Where we consider that a breach of these Terms has occurred, we may take any action we deem appropriate, including but not limited to any of the following:

(a) removal of access to the Service;

(b) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach and any other legal action we deem appropriate;

(c) disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

7.2 You warrant that your use of the Service and any Output will comply with these Terms and you are liable to us and will indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

7.3 We exclude our liability for all action we may take in response to breaches of this Policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

7.4 We will use reasonable efforts to identify and remove any content that is inappropriate, defamatory or infringes intellectual property rights when we are notified, but we cannot be responsible if you have failed to provide us with the relevant information.

7.5 If you believe that any content which is distributed or published by the Service is inappropriate, defamatory or infringing any intellectual property rights, you should contact us immediately using the contact details included at point 1.2 above.

8. Changes to and availability of the Service

8.1 We aim to provide Live Chat support during the hours of Monday to Friday, 9:00 AM to 5:00 PM, excluding bank holidays. However, we do not guarantee that Live Chat will be available at all times. Availability may be affected by factors such as technical issues, staffing levels, and peak demand. We will endeavour to provide notice of any planned downtime.

8.2 From time to time, we may automatically update or change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

8.3 We do not guarantee that the Service will always be available or uninterrupted. We may suspend or withdraw, or restrict the availability of all or any part of the Service at any time for business and operational reasons.

9. Your privacy

1.1 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy here, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.

10. Ownership and Intellectual Property Rights

10.1 The intellectual property rights in the Service and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from or relating to the Service are owned by us and our licensors.

10.2 We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.

10.3 Nothing in these Terms grants you any legal rights in the Service or the content created by the Service other than as necessary for you to access it. You agree not to copy, adjust, try to circumvent or delete any notices contained on the Service or the content (including any intellectual property notices) and, in particular, in any digital rights or other security technology embedded or contained within our website or within the content.

10.4 Our trade marks and trade names may also be used by us or third parties authorised by us as part of the Service or in the content. Use by you of any trade marks is strictly prohibited unless you have our prior written permission.

11. Limitation on Liability

11.1 Nothing in these Terms is intended to exclude or limit our liability for death, personal injury or fraudulent misrepresentation caused by our negligence, or to affect your statutory rights.

11.2 We will exercise professional diligence in providing the Service to you and in keeping a secure and error-free environment. Provided that we have acted with professional diligence, we do not accept responsibility for (i) losses not caused by our breach of these Terms or otherwise by our acts (ii) losses that are not reasonably foreseeable at the time of entering into these Terms; and (iii) events beyond our reasonable control.

11.3 If you are a business user:

(a) We exclude all implied conditions, warranties, representations or other terms that may apply to the Service;

(b) We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(i) use of, or inability to use, the Service (including any output or other material published on it); or

(ii) use of or reliance on any content displayed on the Service (including any output or other material published on it).

(i) loss of profits, sales, business (or business interruption), or revenue;

(ii) loss of business opportunity, goodwill or reputation; or

(iii) any indirect or consequential loss or damage.

11.4 If you are a consumer, you agree not to use the Service for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11.5 The Service has not been developed to meet your individual requirements and the output generated is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the output generated by the Service. For specific advice or clarification, please contact us through other channels, which can be found on our contact page at https://www.iod.com/contact/.

11.6 Although we make reasonable efforts to update the information used by the Service, we make no representations, warranties or guarantees, whether express or implied, that output generated by the Service is accurate, complete or up to date.

11.7 We do not guarantee that the Service will be secure or free from bugs or viruses.

12. Changes to these terms

12.1 We may update these Terms at any time to reflect changes in or to:

(a) relevant laws or regulatory requirements;

(b) security, technical or operational issues;

(d) our business.

12.2 Every time you use the Service, you should check these Terms to ensure you understand the terms that apply at that time. These Terms were most recently updated on 4 April 2025.

13. General

13.1 These Terms govern the relationship between you and us. No other person shall have any rights to enforce any of the Terms and these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract between us.

13.2 Each of the paragraphs of these Terms operates separately. If a court finds part of these Terms is illegal, the rest will continue in full force and effect.

13.3 Any failure or delay by us to action a breach by you of these Terms shall not constitute a waiver of any rights and remedies we have in respect of such breach.

13.4 If you are a business, these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

13.5 If you are a consumer:

(a) these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction;

(b) and resident of any European Union country, you will benefit from any mandatory provisions of, and legal rights available to you under the laws of that country. Nothing in these Terms affects your rights as a consumer to rely on these local law mandatory provisions and legal rights.

(c) and you reside within the European Union, you may also be able to refer a dispute to the European Online Dispute Resolution (“ODR“) platform at http://ec.europa.eu/odr. The ODR platform is a web-based platform which is designed to help consumers who have bought products or services online. It provides access to independent alternative dispute resolution services which are usually free for you to use. We have discretion as to whether we will agree to a complaint being resolved through the ODR platform.